united states securities and exchange commission ...€¦ · 2009. this increase was primarily...

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2011 WESTMORELAND COAL COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-11155 23-1128670 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 2 North Cascade Avenue, 2 nd Floor, Colorado Springs, CO 80903 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (719) 442-2600 _______________________________________________ (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Page 1: UNITED STATES SECURITIES AND EXCHANGE COMMISSION ...€¦ · 2009. This increase was primarily driven by a $56.9 million increase in coal segment revenue due to price increases under

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 9, 2011

WESTMORELAND COAL COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware 001-11155 23-1128670(State or Other Jurisdiction

of Incorporation) (Commission File Number)

(I.R.S. Employer Identification No.)

2 North Cascade Avenue, 2nd Floor, Colorado Springs, CO 80903 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (719) 442-2600

_______________________________________________ (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

� Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

� Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

� Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

� Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02. Results of Operations and Financial Condition.

On March 10, 2011, Westmoreland Coal Company (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year 2010 ended December 31, 2010. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

On March 10, 2011, beginning at 10:00 a.m. Eastern Time, the Company hosted a

conference call with investors to discuss the Company’s financial and operating results for the fourth quarter and fiscal year 2010 ended December 31, 2010. The conference call was made available to the public via conference call and webcast. The transcript of the conference call is attached hereto as Exhibit 99.2.

The information in this Item 2.02 of the Current Report on Form 8-K and the exhibits

attached hereto are being furnished and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Adoption of New Annual Incentive Policy and Long-Term Incentive Policy

At a meeting of the Compensation and Benefits Committee (the “Committee”) of the

Board of Directors (the “Board”) of the Company held on March 9, 2011, the Committee adopted the Annual Incentive Policy (AIP)/ Long Term Incentive Policy (LTIP) Policy (the “Policy”). The Policy, which encompasses two separate programs, is effective as of January 1, 2011. All stock-based awards under the Policy will be granted under the Amended and Restated 2007 Equity Incentive Plan for Employees and Non-Employee Directors. The combined goal of the AIP and the LTIP is to provide a balance of performance based-compensation that rewards performance over both a one-year and three-year time horizon. The Policy was filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on March 11, 2011 and is incorporated herein by reference.

LTIP. The primary objectives of the LTIP include: (i) aligning the interests of the named

executive officers with those of the Company’s shareholders; (ii) increasing named executive officer stock ownership consistent with the Company’s stock ownership guidelines; and (iii) ensuring sound risk management by rewarding sustained performance over a longer time horizon.

Awards under the LTIP may consist of equity or cash at the discretion of the Committee

at the time of grant. For 2011, the LTIP will include both time-based and performance-based awards. Time-based awards will vest in equal annual installments over a three-year period based on completion of the service requirement. Performance-based awards will be earned to the degree that performance achievement relative to pre-established goals meets or exceeds the defined Threshold or goal. The 2011 LTIP performance-based awards vest at the end of the

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three-year period. The measurements for the performance based awards will be the Company’s achievement of reserve acquisition, subsidiary pre-tax profit growth and free cash flow.

On March 9, 2011, the Committee approved the following LTIP awards for April 1, 2011 for the Company’s named executive officers.

Long-Term Incentive Awards for 2011Name LTIP Target as % of Base Grant Date Fair Value of Award

Keith E. Alessi 150% $900,000 Douglas P. Kathol 80% $224,400 Kevin A. Paprzycki 70% $171,500 Morris W. Kegley 60% $134,579

AIP. The primary objectives of the AIP include: (i) aligning the interests of the named

executive officers with the Company’s performance goals; (ii) providing competitive total compensation opportunities; and (iii) ensuring annual compensation incentives appropriately balance risk (i.e. do not unintentionally reward inappropriate short-term risk taking).

Under the AIP, the Company’s named executive officers are eligible to receive annual

cash incentive awards. Each named executive officer’s cash incentive award is set at a target amount (the “Target Award”) determined by the Committee or by the Board for the CEO and are defined as a percentage of the individual’s base salary for the year. The Committee and the Board may grant cash incentives in excess of 100% of an individual’s base salary in its sole discretion for the qualitative goals that measure personal performance. Payout under the AIP for financial goals is capped at 200%. Depending on the named executive officer, the AIP award is split between corporate financial goals measured by operating income and free cash flow, mine-level financial goals and qualitative personal goals.

The following table sets forth the Target Award amounts for each named executive

officer for 2011.

Target Annual Incentive Bonuses for 2011 Name % of Base

Salary Target Total

Cash Incentive

Bonus

% of Target for

Qualitative Goals

% of Target for Mine-

Level Financials

% of Target for

Corporation Financials

Keith E. Alessi 100% $600,000 40 0 60 Douglas Kathol 40% $112,200 40 0 60 Kevin A. Paprzycki 35% $85,750 40 0 60 Morris W. Kegley 30% $67,289 30 40 30

Chief Executive Officer Compensation

On March 9, 2011, the Board awarded Mr. Keith E. Alessi, the Chief Executive Officer and President, the following compensation package for 2011:

Annualized base salary of $600,000; Annual Incentive Policy target of 100% of base salary; and

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Long Term Incentive Policy target of 150% of base salary.

In addition, on March 9th, the Board awarded to Mr. Alessi for exemplary work an AIP payout for fiscal year 2010 of $882,240, which reflected 135% financial payout and approximately 235% individual performance payout. The Board approved the issuance of $400,000 worth of Mr. Alessi’s 2010 AIP payout in the form of a grant on March 15, 2011 of unrestricted fully-vested common stock of the Company, valued at the fair market value of the common stock of the Company as of the close of business on March 15th, issued net of all applicable taxes out of the Amended and Restated 2007 Equity Incentive Plan for Employees and Non-Employee Directors. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description

99.1 Press Release dated March 10, 2011

99.2 Transcript of March 10, 2011 Investor Conference Call

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WESTMORELAND COAL COMPANY

Date: March 14, 2011 By: /s/ Kevin Paprzycki Kevin Paprzycki

Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit No. Description

99.1 Press Release dated March 10, 2011

99.2 Transcript of March 10, 2011 Investor Conference Call

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EXHIBIT 99.1

_______________________________________________

Westmoreland Reports Year End 2010 Results

_______________________________________________ Colorado Springs, CO – March 10, 2011 -- Westmoreland Coal Company (NYSE AMEX:

WLB) today reported its results for 2010.

Highlights:

Operating income increased $52.3 million (164.6%) during 2010 from a loss of $31.8 million to a profit of $20.5 million.

Adjusted EBITDA increased $51.3 million (169.4%) during 2010 to $81.6 million as compared to $30.3 million in 2009.

Net loss applicable to common shareholders of $1.9 million ($0.17 per diluted share) for 2010 compared to a net loss of $28.7 million ($2.88 per diluted share) for 2009. The 2010 $1.9 million net loss includes $3.4 million of non-cash, mark-to-market expense relating to the conversion feature in the Company’s convertible notes.

Total revenues were $506.1 million for 2010, 14.1% higher than revenues for 2009.

Westmoreland continued its strong safety performance again achieving reportable and lost time incident rates approximately 72% of the national averages for surface operations for both the fourth quarter and all of 2010.

“During 2010, we increased our operating profit by over $52 million by improving both our coal and power operating results while significantly driving down our heritage costs” said Keith E. Alessi, Westmoreland’s President and CEO. “Absent the mark-to-market expense on our convertible debt feature, we would have posted a net income for 2010. Our coal operations achieved strong cost performance during the year, while again demonstrating our commitment to safety by significantly beating the national surface mine averages.”

“With the closing of our $150 million senior secured notes issued on February 4th, we have significantly enhanced our liquidity position, strengthened our balance sheet, and positioned the company for the future. The refinancing expenses and the conversion premium on our convertible debt will result in a first quarter charge of approximately $20 million. Absent those charges, we expect our results to continue to improve in 2011.”

news release

Westmoreland Coal Company (719) 442-2600 - Telephone

2 N. Cascade Ave., 2nd Floor Colorado Springs, CO 80903

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Westmoreland’s 2010 net loss includes $3.4 million of mark-to-market expense from the conversion feature on the Company’s convertible notes and $1.4 million of debt discount amortization expense also associated with the accounting requirements for the convertible notes.

Westmoreland’s 2009 net loss includes a $17.1 million non-cash income tax benefit resulting from other comprehensive income gains, $5.1 million of income from the favorable valuation of the conversion feature in the Company’s convertible notes, a $0.8 million gain related to the settlement of a heritage benefit claim, and $4.8 million of expense related to the settlement of a customer dispute.

Excluding the $4.8 million of expense related to the convertible notes in 2010 and the $18.1 million of income in 2009 discussed above, our 2010 net loss decreased by $49.7 million.

The Company’s revenues in 2010 increased to $506.1 million compared with $443.4 million in 2009. This increase was primarily driven by a $56.9 million increase in coal segment revenue due to price increases under existing coal supply agreements, the start of new agreements, and the significant customer shutdowns we experienced during 2009.

Westmoreland’s Adjusted EBITDA increased from $30.3 million in 2009 to $81.6 million in 2010.

Coal Segment

The following table shows comparative coal results between 2010 and 2009:

Year Ended December 31,

Increase / (Decrease)

2010 2009 $ %

(In thousands)

Revenues $ 418,058 $ 361,206 $ 56,852 15.7%

Operating income 32,922 476 32,446 6816.4%

Adjusted EBITDA 81,681 51,207 30,474 59.5%

Tons sold - millions of equivalent tons 25.2 24.3 0.9 3.7%

Operating income per ton sold $ 1.31 $ 0.02 $ 1.29 6568.9%

The Company’s coal revenues for 2010 increased to $418.1 million compared with $361.2 million in 2009. This $56.9 million increase occurred primarily from the 0.9 million increase in tons sold due to the 2009 customer shutdowns, as well as price increases and the start of new agreements in 2010.

Coal segment operating income increased to $32.9 million in 2010 compared to $0.5 million in 2009. Excluding the $4.8 million expense related to the 2009 reclamation claim, our coal segment operating income increased by $27.6 million. This increase was primarily driven by the factors which increased revenue and strong cost management performance.

Coal segment Adjusted EBITDA increased to $81.7 million in 2010 compared to $51.2 million in 2009.

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Power Segment

The following table shows comparative power results between 2010 and 2009:

Year Ended December 31, Increase / (Decrease) 2010 2009 $ %

(In thousands) Revenues $ 87,999 $ 82,162 $ 5,837 7.1% Operating income 11,721 7,672 4,049 52.8% Adjusted EBITDA 22,664 18,117 4,547 25.1% Megawatts hours 1,620 1,486 134 9.0%

The Company’s power segment revenues for 2010 increased to $88.0 million compared to $82.2 million in 2009. This $5.8 million increase occurred primarily from an increase in megawatt hours sold as a result of a planned major maintenance outage, which occurs every five years, and a significant unplanned outage, both of which occurred in 2009. No comparable outages occurred in 2010.

Power segment operating income increased to $11.7 million in 2010 compared to $7.7 million in 2009. This $4.0 million increase was primarily from increased megawatt hours sold and decreased maintenance expenses as a result of the planned and unplanned maintenance outages discussed above.

Power segment Adjusted EBITDA increased to $22.7 million in 2010 compared to $18.1 million in 2009.

Heritage Segment

The Company’s 2010 heritage costs were $16.0 million compared to $31.8 million in 2009. Excluding a gain on a heritage legal claim settlement of $0.8 million in 2009, our heritage segment operating expenses decreased by $16.6 million. This decrease was primarily due to the agreement we entered into which modernized how we provide prescription drug benefits to our retirees.

Heritage segment Adjusted EBITDA decreased to a negative $16.0 million in 2010 from a negative $31.8 million in 2009.

Corporate Segment

The Company’s corporate segment operating expenses in 2010 remained consistent with expenses for 2009.

Corporate segment Adjusted EBITDA decreased to a negative $6.8 million from a negative $7.3 million in 2009.

Nonoperating Results (including other income (expense), income tax benefit, and net loss attributable to noncontrolling interest)

The Company’s 2010 other expense increased to $23.8 million compared with $14.5 million of expense for 2009. This is primarily due to the $9.9 million impact of the fair value adjustment on the Company’s convertible debt instrument and related amortization of debt discount.

The Company’s 2010 income tax benefit was $0.1 million in 2010 compared with $17.1 million in 2009. Excluding the $17.1 million tax effect of other comprehensive income gains, the 2010 income tax benefit remained consistent with 2009.

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The Company’s 2010 net loss attributable to noncontrolling interest was $2.6 million compared to $1.8 million in 2009. This increase was due to an increase in the adjustment to reduce losses from a partially owned consolidated coal segment subsidiary.

Cash Flow from Operations

Cash provided by operating activities increased $15.9 million in 2010 compared to 2009 primarily as a result of a $26.0 million reduction in net loss in 2010. The increase in operating cash flows was partially offset by the $17.9 million decrease in cash receipts due to a contractually scheduled decrease in the payments ROVA collects from its customer.

Cash used in investing activities decreased $9.4 million in 2010 compared to 2009 primarily as a result of the reduction in our capital spending in 2010. Additions to property, plant and equipment were $22.8 million in 2010 compared to $34.5 million in 2009.

Cash used in financing activities in 2010 remained consistent with 2009.

The Company’s working capital deficit at December 31, 2010 decreased by $39.2 million to approximately $35.8 million compared to a $75.0 million deficit at December 31, 2009 primarily as a result of a decrease in current installments of long-term debt and the payment of a settlement for reclamation claims.

Liquidity

Following the February 4, 2011 senior secured note offering, the Company significantly increased its cash and overall liquidity position. As the Company expects further increases in its 2011 coal operating profits and a continuation of its reduced heritage expenditures, it anticipates that its cash flows from operations, cash on hand and available borrowing capacity will be sufficient to meet its investing, financing, and working capital requirements for the foreseeable future.

In the Company’s Form 10-K for the period ended December 31, 2010, the Company did not receive the going concern explanatory paragraph by its independent registered public accounting firm that it did in 2009.

Conference Call

A conference call regarding Westmoreland Coal Company’s 2010 results will be held on Thursday, March 10, 2011, at 10:00 a.m. Eastern Time. Call-in instructions are available on the Company’s web site and have been provided in a separate news release.

Safety

Safety performance at Westmoreland mines continues to be significantly better than the national average for surface operations. Westmoreland mines had reportable and lost time incident rates year to date through the fourth quarter of 1.31 and 0.88 versus the national surface mine rates of 1.83 and 1.23, respectively. The reportable incident rate for 2010 compared favorably to the fourth quarter 2009 rate of 1.38. The lost time rate for the fourth quarter of 2009 was slightly better than 2010 at 0.74.

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In addition, Westmoreland received state and industry safety awards during 2010, which includes the following awards:

Montana Governor’s Safety Award for large mines: Absaloka Mine

Montana Governor’s Safety Award for small mines: Savage Mine

North Dakota Lignite Energy Council Safety Excellence Award: Beulah Mine

Rocky Mountain Coal Mining Institute's Safety Award for Surface Mines: Savage Mine

Additional Information

Westmoreland Coal Company is the oldest independent coal company in the United States. The Company’s coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. For more information visit www.westmoreland.com.

Cautionary Note Regarding Forward-Looking Statements

This news release contains “forward-looking statements.” Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, Mr. Alessi’s comment that we expect our results to continue to improve in 2011, that the Company expects further increases in its 2011 coal operating profits and a continuation of its reduced heritage expenditures, and that the Company anticipates that its cash flows from operations, cash on hand and available borrowing capacity will be sufficient to meet its investing, financing, and working capital requirements for the foreseeable future.

Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. The Company’s actual results may differ materially from those contemplated by the forward-looking statements. The Company cautions you therefore against relying on any of these forward-looking statements. They are statements neither of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include political, economic, business, competitive, market, weather and regulatory conditions and the following:

changes in our postretirement medical benefit and pension obligations and the impact of the recently enacted healthcare legislation;

changes in our black lung obligations, changes in our experience related to black lung claims, and the impact of the recently enacted healthcare legislation;

our potential inability to expand or continue current coal operations due to limitations in obtaining bonding capacity for new mining permits;

our potential inability to maintain compliance with debt covenant and waiver agreement requirements;

the potential inability of our subsidiaries to pay dividends to us due to restrictions in our debt arrangements, reductions in planned coal deliveries or other business factors;

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risks associated with the structure of ROVA’s contracts with its lenders, coal suppliers and power purchaser, which could dramatically affect the overall profitability of ROVA;

the effect of Environmental Protection Agency inquiries and regulations on the operations of ROVA;

the effect of prolonged maintenance or unplanned outages at our operations or those of our major power generating customers;

future legislation and changes in regulations, governmental policies and taxes, including those aimed at reducing emissions of elements such as mercury, sulfur dioxides, nitrogen oxides, particulate matter or greenhouse gases; and

the other factors that are described in “Risk Factors” in the Company’s Form 10-K for fiscal year 2010.

Any forward-looking statements made by the Company in this news release speaks only as of the date on which it was made. Factors or events that could cause the Company’s actual results to differ may emerge from time-to-time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

# # # Contact: Kevin Paprzycki (719) 442-2600

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Westmoreland Coal Company and Subsidiaries Consolidated Statements of Operations (Unaudited)

Years Ended December 31, 2010 2009 2008

(In thousands, except per share data) Revenues $ 506,057 $ 443,368 $ 509,696 Cost and expenses:

Cost of sales 394,827 373,070 409,795 Depreciation, depletion and amortization 44,690 44,254 41,387 Selling and administrative 39,481 40,612 40,513 Heritage health benefit expenses 14,421 28,074 33,452 Restructuring charges - - 2,009 Loss (gain) on sales of assets 226 191 (1,425) Other operating income (8,109) (11,059) -

485,536 475,142 525,731

Operating income (loss) 20,521 (31,774) (16,035) Other income (expense):

Interest expense (22,992) (23,733) (23,130) Interest expense attributable to beneficial conversion feature - - (8,146) Loss on extinguishment of debt - - (5,178) Interest income 1,747 3,218 5,125 Other income (loss) (2,587) 5,991 (284)

(23,832) (14,524) (31,613)

Loss before income taxes (3,311) (46,298) (47,648) Income tax (benefit) expense (141) (17,136) 919

Net loss (3,170) (29,162) (48,567) Less net loss attributable to noncontrolling interest (2,645) (1,817) -

Net loss attributable to the Parent company (525) (27,345) (48,567) Less preferred stock dividend requirements 1,360 1,360 1,360

Net loss applicable to common shareholders $ (1,885) $ (28,705) $ (49,927)

Net loss per share applicable to common shareholders: Basic and diluted $ (0.17) $ (2.88) $ (5.25)

Weighted average number of common shares outstanding Basic and diluted 10,791 9,967 9,512

See accompanying Notes to Consolidated Financial Statements.

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Westmoreland Coal Company and Subsidiaries Summary Financial Information (Unaudited)

December 31, 2010 2009 (In thousands)

Cash Flow

Net cash provided by operating activities $ 45,353 $ 29,448

Net cash used in investing activities (29,180) (38,597) Net cash used in financing activities (20,917) (20,273)

December 31, 2010 2009 (In thousands)

Balance Sheet Data (Unaudited)

Total assets $ 750,306 $ 772,728

Total debt $ 242,104 $ 254,695

Working capital deficit $ (35,793) $ (74,976)

Total deficit $ (162,355) $ (141,799)

Common shares outstanding 11,161 10,346

December 31, 2010 2009 2008

(In thousands) Adjusted EBITDA

Coal $ 81,681 $ 51,207 $ 57,743 Power 22,664 18,117 26,493 Heritage (15,968) (31,770) (35,497) Corporate (6,761) (7,253) (9,944)

Total $ 81,616 $ 30,301 $ 38,795

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December 31, 2010 2009 2008

Reconciliation of Adjusted EBITDA to Net income (In thousands) Net (Loss) $ (3,170) $ (29,162) $ (48,567) Income tax (benefit) expense from continuing operations (141) (17,136) 919 Other (income) loss 2,587 (5,991) 284 Interest income (1,747) (3,218) (5,125) Loss on extinguishment of debt - - 5,178 Interest expense attributable to beneficial conversion feature - - 8,146 Interest expense 22,992 23,733 23,130 Depreciation, depletion and amortization 44,690 44,254 41,387 Accretion of ARO and receivable, net 11,540 9,974 9,528 Amortization of intangible assets and liabilities 590 279 598

EBITDA 77,341 22,733 35,478 Restructuring charges - - 2,009 Customer reclamation claim - 4,825 - (Gain)/loss on sale of assets 226 191 (1,425) Share-based compensation 4,049 2,552 2,733

Adjusted EBITDA $ 81,616 $ 30,301 $ 38,795

EBITDA and Adjusted EBITDA are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are included in this press release because they are key metrics used by management to assess the Company’s operating performance and the Company believes that EBITDA and Adjusted EBITDA are useful to an investor in evaluating the Company’s operating performance because these measures:

are used widely by investors to measure a company’s operating performance without regard to items excluded from the calculation of such terms, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors; and

help investors to more meaningfully evaluate and compare the results of the Company’s operations from period to period by removing the effect of the Company’s capital structure and asset base from its operating results.

Neither EBITDA nor Adjusted EBITDA is a measure calculated in accordance with GAAP. The items excluded from EBITDA and Adjusted EBITDA are significant in assessing the Company’s operating results. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation from, or as a substitute for, analysis of the Company’s results as reported under GAAP. For example, EBITDA and Adjusted EBITDA:

do not reflect the Company’s cash expenditures, or future requirements for capital and major maintenance expenditures or contractual commitments;

do not reflect income tax expenses or the cash requirements necessary to pay income taxes;

do not reflect changes in, or cash requirements for, the Company’s working capital needs; and

do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on certain of the Company’s debt obligations.

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In addition, although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. Other companies in the Company’s industry and in other industries may calculate EBITDA and Adjusted EBITDA differently from the way that the Company does, limiting their usefulness as comparative measures. Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of the Company’s business. The Company compensates for these limitations by relying primarily on its GAAP results and using EBITDA and Adjusted EBITDA only as supplemental data.

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EXHIBIT 99.2

Transcript of Westmoreland Coal (WLB) Investor Conference Call

March 10, 2011

Participants Keith E. Alessi, President and Chief Executive Officer

Kevin A. Paprzycki, Chief Financial Officer Douglas P. Kathol, Executive Vice President

Presentation

Operator Good morning ladies and gentlemen and welcome to the Westmoreland Coal Company’s Investor conference call. At this time, all telephone participants are in a listen only mode. Following the formal presentation, instructions will be given for the question and answer session which will be conducted by telephone where participants wishing to ask a question will need to dial in by telephone to the audio portion of the call. If anyone needs operator assistance at any time during the conference, please press the * followed by the zero on your telephone keypad. As a reminder, this conference has been recorded today and the replay will be made available as soon as practical on the investor portion of the Westmoreland website through March 10th, 2012. Management’s remarks today may contain forward-looking statements based on the company’s current expectations and assumptions regarding its business, the economy, and the other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and change in circumstances that are difficult to predict. The company’s actual results may differ materially from the results discussed in any such forward-looking statements. For a summary of the risk factors and other information regarding forward-looking statements, please refer to the company’s form 10-K for fiscal year 2010, filed with the Securities and Exchange Commission, on March 10th, 2011. Any forward-looking statements represent the company’s views only as of today and should not be relied upon as representing its views as of any subsequent date. While the company may elect to update forward-looking statements, at some point in the future, it specifically disclaims an obligation to do so, even if its estimates change and therefore you should not rely on these forward-looking statements as representing the company’s views as of the date subsequent to today. Mr. Keith E. Alessi, President and Chief Executive Officer of Westmoreland Coal Company will be delivering today’s remarks. Thank you Mr. Alessi, you may begin. Keith Alessi – Westmoreland Coal Company – President & CEO Good morning. This is Keith. I am joined this morning by Doug Kathol our EVP. He and I are up at the mines in Montana and we are joined by Kevin Paprzycki our CFO, who is back at corporate offices in Colorado Springs. He’s on the line. So when we get to the question point, if you want to direct the question to somebody specifically, it’s probably best to address it to an individual party and we’ll take it from there.

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I would like to welcome everybody this morning. We have got many familiar names on the line who have followed us for many years and we are joined this morning by many new names who came to us as part of the bond offering we did back in February. So, while we have always had two constituencies, the common stockholders and the preferred shareholders, now we have a third constituency, our bond holders. We welcome all of them to the call this morning. We have had a chance over the last quarter or so to get out on the road and meet a lot of our core shareholder owners and obviously we were on the road and talked to many of the bond holders here just in the last several weeks. So I’m not going to spend a lot of time drilling into the numbers. I would rather talk about things that you folks would like to talk about. But I would like to put a little bit of color around the release this morning, our earnings and where we see things going. Those of you who have been with us for some time will note that we have added an additional disclosure in our financial section specifically an adjusted EBITDA calculation and that is an obvious nod towards our bond holders who look at that as being a very critical operating metric on which they evaluate the company. So going forward, you will see that additional disclosure. That has not been one that we have made in the past. It is obviously a non-GAAP disclosure and I would direct you to all the appropriate disclaimers in the public documents about using non-GAAP disclosures, but as we all know, most companies are disclosing this number because people use it as a barometer for a company’s ability to service its leverage. A lot has happened since the end of Q3. Q4 came in very strong, we are very pleased with the results of the fourth quarter. All units were operating full out, very efficiently. Our cost containment efforts continued and it resulted in year to date numbers of being agonizingly close to a break even for the parent company. We ended up posting a book loss of $525,000 at the parent company level. But for the conversion feature on our then convertible debt that we had, which was converted as part of the bond offering, there were over $3.5 million in charges associated with that that really prevented us from posting a book profit which frustrated us a little bit here but as we all know, that’s a non-cash charge and it was a direct result of our stock price rising, which is a good thing. Operating income for the year was increased by $52 million to $20 million. As far as we can tell, that’s a record for the company. It’s certainly a record since the company moved to Colorado. We have been around 150 years, so we didn’t go back through 150 years of financial statements but certainly since the company moved in the mid 90s, this was the highest operating profit the company has posted. It is also the highest EBITDA that the company has posted and those of you who we have talked to over time, we have indicated that we had anticipated these results as early as two years ago because of the predictable nature of the business. We hit a bump in the road in 2009 when we had some major maintenance issues with a couple of major customers that prevented us from having a nice straight line kind of slope curve. Instead we had more of a hockey stick from 2009 to 2010 but clearly it was the improvement in volume from 2009 to 2010 that drove the math here as well as the heritage cost initiatives and the other initiatives that we had put in place. The revenues reflect that and once again, we are extraordinarily proud of our safety record. It continues to be a strong metric that we focus diligently on and we appreciate all the hard work that our operators do to keep us a safe and efficient mining operation. Subsequent to last quarter end, a number of changes were made. In anticipation of the bond offering, the board sought out additional directors to come on the board. We brought three new directors on board, all of whom have very relevant, specific industry experience and we are extremely pleased and satisfied to have them on board. We thank Bill Stern and Frank Vicino for their service on behalf of the preferred shareholders. So we were going through that transition and then of course we made a decision to go ahead and do the bond offering and I want to give some color, particularly for those of you who are shareholders, who weren’t in on the road show for the bonds as to where our thinking was in terms of the bond deal. We have faced several catch 22s here as we have operated in turnaround mode the last four

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years, the least of which isn’t the fact that we were stuck in a liquidity crisis that was exacerbated by the fact we were operating with a going concern opinion. It was a chicken-egg issue. And although we had great underlying assets and cash flows, for a variety of reasons, we had the going concern and we were unable to unlock the full potential of our assets in terms of capital structure. I am delighted to report that we have been told that we will have a clean opinion with respect to going concern here when you see the K. And that is a direct result of the additional liquidity we were able to put on the balance sheet with the bonds. When we went and sat down with the folks at Gleacher, who did a fabulous job getting us to market, what became clear very quickly was the fact that we were going to have to do a big enough offer to attract the market and provide liquidity into the market and to do that, the only two real assets we could provide in security were the WRI and ROVA assets. We paid a pretty healthy make hole on ROVA. It was necessary in order for us to get the offering size to the appropriate size and to put cash on the balance sheet. We would have loved to have included the WML assets in the package but the make hole down there was about $40 million. Just, you couldn’t make the math work. So we have fashioned a security that gave the bond holders, the benefit of the dividend, the cash flow coming up from WML but gave them primary collateral in the WRI and ROVA assets. And that makes things a little bit more efficient for us back at the office. We are sitting on about $50 million in cash right now and of course people are asking the logical question, what do you plan on doing with the cash? When you have an opportunity to go to market and we thought market conditions were favorable for us at this point and if you’re going to put up your two major assets, you really need to make certain that you’ve gotten everything you can get for those assets so we didn’t, I wouldn’t say we over borrowed but we certainly put ourselves in a situation where we have adequate liquidity to consider a number of things. Obviously, growth is first and foremost on everybody’s mind. That said, we are not about to do something that we will regret later and just to underscore that point, we have been reviewing a potential acquisition of a mine here recently. We got through the first round of that due diligence. We did not make it through the second round when we stuck to our guns on a valuation metric that we felt was very critical for us to meet. The projected cash flows of the project did not meet our hurdle rate. The assumed liabilities did not match our hurdle rate. Does that deal come back? Maybe, but if somebody else wants to overpay for an asset, that’s not a party we want to be invited to. So we will continue to look at properties that look a lot like ours. We prefer mine mouth, we prefer surface, we prefer long-term contracts with quality customers, we prefer western operations and those are the kinds of things we will continue to look for. Our people are very active currently in trying to expand our reserve base, we have been very candid about that to both shareholders and to bond holders as we have talked. Those efforts continue and so that takes us into 2011. I am going to open it up for questions here in a minute. We do not and have not historically given specific quarterly guidance and I am not going to break from that tradition today. Here is what I would caution people as they look at our numbers going forward. It is our expectation that on an operating income and on an EBITDA basis, 2011 will be a better year than 2010. That said, we expect that the earnings flow will be different than in 2010 for a variety of reasons. Last year we had, I expect Q2 of this year to be weaker than Q2 of last year because we have two ordinary, regularly scheduled outages at customers. I expect the back half of the year to be stronger as we look at the flow of business. We are still evaluating snow pack on the west coast. We have seen estimates everywhere from it’ll be about the same as last year to be you know, a little bit higher than last year. It is impossible to project therefore from a quarter to a quarter basis where the tonnage might flow but we’re confident that over the course of the year we’ll hit the numbers that we’ve got in mind which would be an improvement. The obvious charge that we will be taking in 2011 will be in Q1, related to the refinancing. It is why we focused so much on operating income and EBITDA. Those would be numbers that will not have the

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charges. We disclosed in the press release that we think those charges will be about $20 million in total. There is also an offset from that of about $6 million related to the accounting around the conversion feature but doesn’t flow through P&L it goes directly to the equity section. So the net impact on the equity section will be about $14 million, but $20 of it will flow through the P&L and the other $6 million will go directly into the equity section. So we entered 2011 feeling pretty good about things and we are very appreciative to the folks who stepped up and invested in our bonds and we’re delighted to have you on board. We obviously paid the dividend in arrears on the preferred stock and we want to thank all the preferred shareholders who have been so patient with us for so many years in waiting for those arrearages. We think that, you know, one of the questions I get is why didn’t we take out the principal of the preferreds as part of the refinancing. That is certainly something we could have done. We had the capacity to do. We felt it was prudent to wait. We also would much prefer for people to convert into the common and now with the arrearages paid, I believe the math works out somewhere in the mid to high $14 a share common stock range. It’s probably an economically advantageous thing for preferreds to do is to convert and we would hope as we continue to gain visibility on our earnings going forward and hopefully broaden our equity base that we’d see a lot of those preferreds convert. We do have the ability to take them out under certain circumstances and we will evaluate that but we felt for now the right thing to do was to leave those in place. With that said, I will open it up for any comments and questions people may have. Operator Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press *1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press *2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the * keys. Callers in the queue are requested to limit their number of questions to one primary question and one followup question. If you desire to ask additional questions, please re-enter the queue. One moment please while we poll for questions. Our first question comes from Brian Taddeo with Gleacher & Company. Please proceed with your question. <Q>: Hi. Good morning everybody. Keith Alessi – Westmoreland Coal Company – President & CEO Morning Brian. <Q>: A couple. The first one on liquidity, I just to make sure I heard you correctly. You said you have $50 million in cash now, and then $25 million under the WML facility? Is that right? Keith Alessi – Westmoreland Coal Company – President & CEO That’s correct. <Q>: Okay, and then is there any new thought with regard to putting in a credit facility at the parent or at this point are you still pretty content with what you have? Keith Alessi – Westmoreland Coal Company – President & CEO Yeah, we’re content with what we have. I mean until such time as we need it, we wouldn’t put the facility in. We do have the ability as you know, to do a carve out of about 25 million for a revolver but we have chosen just not to spend the money to have an untapped revolver in place. In all likelihood, if we were going to put a revolver in place, it would be to post letters of credit for collateral for bonding purposes but at this point, with the amount of cash we are sitting on, we just don’t think it’s important that we do that but it is certainly flexibility that we retain and have.

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<Q>: Yes sir. I have another one too. With regard to the adjusted EBITDA number you put out for the coal business for 2010, the $81 million, do you have a breakout of what's WRI versus WML? Keith Alessi – Westmoreland Coal Company – President & CEO Kevin? Kevin Paprzycki – Westmoreland Coal Company – CFO I think WRI was somewhere around [$11 million] for the year Brian. <Q>: Okay. Actually, I just have one other one. With regard to, you talked a little bit about the reserve expansion. Any new color there as to where things stand, any additional disclosure or anything with regard to how much you plan on spending, or have you done this since we last spoke? Keith Alessi – Westmoreland Coal Company – President & CEO We will disclose as we get them, you know for competitive purposes and other things, we don’t want to give too much specifics but we continue to believe that we will be successful in obtaining reserves at very favorable amounts. We are very close on a couple and of course as we lock those agreements down, we’ll disclose them but we expect to have several disclosures to make over the next several quarters. <Q>: Yes sir. Okay. Thank you very much. Operator Our next question comes from Bentley Offutt with Offutt Securities. Please proceed with your question. <Q>: Yes. Good morning. Keith Alessi – Westmoreland Coal Company – President & CEO Good morning. <Q>: And congratulations. The first question I have is the possibility for an initiation of a cash dividend for the common shareholders, assuming things continue through the balance of this year. Keith Alessi – Westmoreland Coal Company – President & CEO I don’t see that that would be possible. Under our loan covenants under the bonds, we would have to substantially exceed our numbers to have enough free cash flow to warrant that. I would be very hesitant to pay dividends at this point. I mean you’ve seen companies that pay a dividend and then later suspend it. I would like to think that we could invest money back in the business at higher rates of return as we identify growth opportunities. So I would not be a proponent of a dividend, nor do I think we would have the ability to do so. <Q>: Okay, and then the second question I have, Keith, is you recently announced a new position at Westmoreland Coal Company. I think its VP of Strategic Marketing. Can you give us a little bit more or better feel of where this company is going, and the purpose for this new position and what your long-term strategy is? Keith Alessi – Westmoreland Coal Company – President & CEO Well I think the position that we’re referring to was not a marketing position but it was an asset management procurement style position. We are currently in the market looking for a senior executive on the coal mining side of the business. I mean we see the business growing. As you know, we have come through a period of time of standardization, of trimming down, of trying to have a uniform platform of working on cost controls and savings. We are now very focused on efficiency efforts at the mine level.

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Ultimately, we need to grow this company. I think that everybody recognizes that. How we grow it is the $64,000 question. It would be my expectation that we would bolt onto what I think is a very efficient platform, additional properties that look like the mines we currently have. The only mine that we operate today that has substantial upside to it is the WRI operation, but that would be involving alternative uses of coal. Those are not projects that are going to come on in the next five years if you sign the deal today. So those are longer term kind of deals that are really dependant upon carbon legislation, dependant upon capital markets issues. So I think we stick to our knitting and stick to looking at coal properties that look a lot like the ones we have today. <Q>: You've had, with the loss of the Minnesota Power contract, and I'm not certain exactly what has happened as far as trying to, you're losing 1 million, 1.5 million tons right there. What are your plans to find new customers? And are any of these customers on the West Coast? Keith Alessi – Westmoreland Coal Company – President & CEO Well first of all, the loss of the Minnesota power contract is a good thing. We lost about $6 million on that fixed price contract last year. So that’s addition through subtraction. We are looking west, yes, as a potential market. We have designed and have ready to grow the construction of a wye out of WRI that would go west. All of our tons have gone east out of there historically. Clearly, the West Coast is an option. We get calls daily from overseas. Those are a little more challenging, not because we couldn’t sell to the orient. The problem is there is no meaningful capacity, dock capacity to put it on the water. So I think it will be domestic tonnage, there will be some to the west, some with existing customers and hopefully some alternative uses. But that, the WRI operation is the one operation we have that has the most upside in terms of potential. The others are largely dedicated to their base customers. <Q>: Would you and this is the last question. I'm asking too many, but is there a possibility you divest yourself of some of those properties which are cost-plus and not much opportunity? Keith Alessi – Westmoreland Coal Company – President & CEO No actually, they’re the annuity that pays the bills. I think that, you know we really like that business, the cost plus business. We operate it well. It is very predictable. Based on the leverage profile we carry today, it’s a very good match of cash flows through debt obligations so I think, you know a steady as she goes philosophy here isn’t a bad one because we have very nice cash flows, more than sufficient to service our debt and as you amortize debt, you know, one finance theory would be every dollar of debt you pay down, is a dollar that goes to the equity. So I am very comfortable with the methodical plodding, boring cost plus kind of a business, that’s not, that doesn’t bother me in the least. I am not anxious to step out and increase the risk profile of the company at this point. <Q>: Okay. Thank you very much. Operator Once again ladies and gentlemen, to ask a question, please press *1 on your telephone keypad. Our next question comes from Mr. Alan Jacobs, a private investor. Please proceed with your question. <Q>: Hey guys, how are you doing? Keith Alessi – Westmoreland Coal Company – President & CEO Great. <Q>: Keith, I know you've mentioned before down in Jewett and I forgot exactly what it was. I know NRG has a favorable rail contract that we lost maybe 3 million tons on this year that will pick up somewhere in the future. I think it's 2012. If you could speak to that at all?

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Keith Alessi – Westmoreland Coal Company – President & CEO Yeah. The situation there at the very peak of volume there we did about 7 million tons. We are now down in about the 4.5 to 5 million range. Keep in mind that contract is at $1.25 roughly a ton plus some incentives. So incremental tons don’t come on at big numbers and they don’t come off at big numbers. The rail contract that we believe it’s in 2013, is going to be changing. NRG recently repriced a rail deal on another facility not far from us and we understand that the increased rail costs was about $8 a ton. So when their current contract at Jewett comes up, they are clearly looking at much higher costs. We are working with them currently to identify additional reserves in the area. We expect that we will expand the life of that mine. We expect it would be ramped up in terms of tonnage here. Certainly not in 2011. We think 2011 will look a lot like 2010 but 2012/2013 we expect to see some increase. But yeah, if you add a million tons in there, it’s only 1.2 million to the EBITDA and the bottom line. It’s not going to dramatically change our performance metrics. <Q>: Okay. Again, I try to read what I can in the coal industry everything there is out there. The main thing I read, at least from Peabody and Arch and players like that, is they are looking to take their Powder River Basin coal and move it into Asia, where they are getting better prices. Now, last week, Peabody announced that they signed a deal with SSA Marine to export out of Northwest Washington. They were already exporting out of Western Canada, and they basically tell you we are getting much higher prices in Asia, and in the next few years, we're going to start to move off, they mentioned 24 million tons is initially what they're going to export out of that facility. So it seems like the big players can get more for their coal and I guess my question is really does that really open up a huge vacuum for somebody like us? Keith Alessi – Westmoreland Coal Company – President & CEO It will certainly have secondary impact on us. It would lift the general market condition. Unless we got specific tons going to Asia out of WRI, that would be the only place where you would get direct impact and I don’t see that as a meaningful volume to WRI at any time in the near future. We don’t have the financial clout to go out and buy dock space here, there or wherever. Our other cost plus contracts would benefit from a rise in PRB pricing but it wouldn’t be a direct linear relationship in terms of dollar for dollar. If Asian prices drove the price north $2, we might pick up $0.50 or $0.60. It clearly would help us and we think it’s a favorable trend, but we don’t play in the same game that they do and to the magnitude that they play in it. <Q>: Okay, yeah but to that extent, I understand what you’re saying. Does that possibly leave some customers thinking hey, you know, I’d better get some supply from some other people and maybe Westmoreland can provide me some reliable supply, I mean in that regard. Keith Alessi – Westmoreland Coal Company – President & CEO Yeah, I think it does and we have actually had conversations along those lines to people who feel they are captive to a really large coal company, you know, they’re not very important to and obviously, every customer is very important to us. So it does open up some of those opportunities, yes. <Q>: Okay, thank you. Operator Our next question comes from Mr. Frank Duplak with Prudential. Please proceed with your question. <Q>: Good morning guys. Keith Alessi – Westmoreland Coal Company – President & CEO Good morning.

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<Q>: Do you have any Cap-Ex guidance for 2011? Keith Alessi – Westmoreland Coal Company – President & CEO Yeah, Kevin what’s the number we’ve been, 2011, it’s about 40? Kevin Paprzycki – Westmoreland Coal Company – CFO Yeah, I think it’s a little less than that. I think in the 10-K we say it’s mid 30s to 40. Keith Alessi – Westmoreland Coal Company – President & CEO Yeah. <Q>: Okay. And when is the 10-K going to be published? Kevin Paprzycki – Westmoreland Coal Company – CFO As quickly as we possibly can today. <Q>: Sometime today, okay. Thanks. Was there any WML demand upstreams in the quarter or can you give us either the fourth quarter or the full year 2010 number? Keith Alessi – Westmoreland Coal Company – President & CEO There were. Kevin, can you give them? We think it’s about $12 million in Q4. Kevin Paprzycki – Westmoreland Coal Company – CFO That’s right on. Keith Alessi – Westmoreland Coal Company – President & CEO That came in, in January, you know first week of January. <Q>: Okay. Could you give us any guidance on how the power plants ran capacity-wise, either 4Q or full year 2010? Lower capacity factors? Doug Kathol – Westmoreland Coal Company – EVP Yeah, I think in Q4 we ran in the very high 80s, like 88/89. <Q>: That's the only number for full year then, probably? Doug Kathol – Westmoreland Coal Company – EVP I think full year is probably like 88 and I think we were for Q4 we were like 89 or 90. <Q>: Okay. Thanks guys. That’s all I had. Keith Alessi – Westmoreland Coal Company – President & CEO One other comment I wanted to make that I left out of my opening comments, over the years, we have had people ask us equity holders ask us about management ownership of stock. When we were in turnaround mode and with very little you know, sanity to our stock price that was less of an issue. You will be happy to know that our board at their comp and benefits committee meeting yesterday mandated stock ownership guidelines for senior management as well as themselves. They have adopted stock ownership guidelines that would require the independent outside directors to own three times their annual stipend in stock. I am required to own three times my base salary. Kevin and Doug, time and a half and the rest of our senior executives one time their salary. We are giving people a window of time of five year ramp up to get there but for those who have been over the years asking questions about the alignment of

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management with equity owners, well hopefully that will underscore our commitment to do that. When you’re in turnaround mode you operate with different compensation metrics because you’re fighting fires and you really don’t get the benefits short term or even, you know, you don’t get the visibility of what the efforts expended are. So I think that was a prudent thing to do and one that I fully and happily endorse. That looks like all the questions. Kevin is available at the phone number on the press release for those of you who want to do follow-up and I suspect once you get the K, you know, as you dive into it, there may be some more questions but we appreciate everybody’s attendance this morning and we look forward to talking to you, really not that far in the future as we do Q1 here in a couple of months. Thank you. Operator This concludes today’s teleconference; you may disconnect your lines at this time. Thank you for your participation.